Ten aspiring models are chosen from thousands of beautiful hopefuls to compete in this over-35 modeling reality competition.

Season 3 kicks off in a new city with a fresh crop of ten gorgeous models who, after settling into their LA loft, face their first elimination challenge: a photo shoot, where they must pair up and strip down - to their bikinis!

The nine remaining models receive world-class makeovers - some of them dramatic. But one model refuses to make a change, causing friction with the other women and jeopardizing her standing with the judges.

The eight remaining models take confidence and courage to new heights in the first ever flying fashion show. One model collapses under the pressure, while another model's excuses could get her eliminated.

Nerves bubble to the surface during an underwater photo shoot when a model admits she can't swim. And, conflict between two models sends a ripple of tension through the group, threatening to sink everyone's chances.

The final five models meet with actual clients, including model/actress, Lisa Rinna, and get a shot at booking real work. The catch? There are just four potential jobs - whoever doesn't land one will face elimination!